Appointment and Removal of company secretary

Appointment and Removal of company secretary

Appointment method of a Company Secretary

Section 203 of the Companies Act, 2013 ) and Rules 8 and 8A of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules’), states that the following companies must appoint a CS as a Key Managerial Personnel (KMP):

-All listed companies with a paid-up share capital of more than Rs.10 crore.

-All public companies with a paid-up share capital of more than Rs.10 crore.

-All private limited companies with a paid-up share capital of more than Rs.10 crore.

-All unlisted companies with a paid-up share capital of more than Rs.10 crore.

The exact process of appointment of a CS is as follows:

.Convene board meeting by giving a notice to all the directors and pass a resolution for appointing a whole-time company secretary.

-Inform the Registrar of Companies about the appointment of the company secretary by filing form MGT-14 and DIR-12 within 30 days from the date of appointment.

-Make necessary entries and maintain a proper register of directors and key managerial personnel after the appointment of the company secretary.

-Inform the stock exchange where the company shares are listed, in the case of a listed company.

-A company secretary cannot hold office in more than one company, but he/she can hold office in the subsidiary company simultaneously.

Removal Process of a Company Secretary

The process of removal of a Company Secretary is as follows:

-The board of directors can remove the CS by satisfying all the terms of appointment and recording the same.

-Pass a board resolution of removal of the CS in the board meeting after giving notice to all the directors of the company about the removal/resignation of the CS.

- File form DIR-12 with the Registrar of Companies within thirty days, along with prescribed filing fees.

-Inform the stock exchange where the company shares are listed, in the case of a listed company.

-Make the required entries in the register maintained to record company secretaries’ particulars.

The company should fill the vacancy of the position of the CS within six months at the board meeting